David D. Mandarich - Apr 19, 2024 Form 4 Insider Report for M.D.C. HOLDINGS, INC. (MDC)

Role
President, CEO and Director, Director
Signature
/s/ Joseph H. Fretz, Attorney-In-Fact
Stock symbol
MDC
Transactions as of
Apr 19, 2024
Transactions value $
$0
Form type
4
Date filed
4/19/2024, 09:22 AM
Previous filing
Mar 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MDC Common Stock $.01 Par Value Disposed to Issuer -4.14M -100% 0 Apr 19, 2024 Direct F1
transaction MDC Common Stock $.01 Par Value Disposed to Issuer -63.9K -100% 0 Apr 19, 2024 Direct F2
transaction MDC Common Stock $.01 Par Value Disposed to Issuer -360K -100% 0 Apr 19, 2024 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MDC Non-Statutory Stock Option (right to buy) Disposed to Issuer -233K -100% 0 Apr 19, 2024 Common Stock $.01 Par Value 233K $26.40 Direct F4
transaction MDC Non-Statutory Stock Option (right to buy) Disposed to Issuer -216K -100% 0 Apr 19, 2024 Common Stock $ .01 Par Value 216K $32.92 Direct F4
transaction MDC Non-Statutory Stock Option (right to buy) Disposed to Issuer -216K -100% 0 Apr 19, 2024 Common Stock $ .01 Par Value 216K $23.90 Direct F4
transaction MDC Non-Statutory Stock Option (right to buy) Disposed to Issuer -800K -100% 0 Apr 19, 2024 Common Stock $ .01 Par Value 800K $28.78 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David D. Mandarich is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of January 17, 2024 (the "Merger Agreement"), by and among M.D.C. Holdings, Inc. ("Issuer"), SH Residential Holdings, LLC, Clear Line, Inc. and, solely for the purposes of Section 6.2, Section 6.17, and Section 9.15 therein, Sekisui House, Ltd., on April 19, 2024 (the "Effective Time"), these shares were cancelled and automatically converted into the right to receive $63.00 per share in cash, without interest (the "Merger Consideration").
F2 Pursuant to the Merger Agreement, at the Effective Time, each restricted stock award ("Issuer RSA") was fully vested, cancelled and automatically converted into the right to receive an amount in cash (without interest) equal to the product of (A) the aggregate number of shares of common stock subject to such Issuer RSA, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes.
F3 Pursuant to the Merger Agreement, at the Effective Time, each performance share unit award ("Issuer PSU") was fully vested, cancelled and automatically converted into the right to receive an amount in cash (without interest) equal to the product of (A) the aggregate number of shares of common stock subject to such Issuer PSU based on maximum performance, multiplied by (B) the Merger Consideration, subject to any required withholding of taxes.
F4 Pursuant to the Merger Agreement, at the Effective Time, each option award ("Issuer Option") was fully vested, cancelled and automatically converted into the right to receive an amount in cash (without interest) equal to the product of (A) the excess of (1) the Merger Consideration over (2) the exercise price per share of such Issuer Option, multiplied by (B) the number of shares of common stock subject to such Issuer Option, subject to any required withholding of taxes.